Common use of Investment Matters Clause in Contracts

Investment Matters. To the extent that any Earn-Out Consideration is paid pursuant to this Agreement, the Seller and each of the Principals represent that the Earn-Out Shares are being acquired for Seller’s and/or each Principal’s own account and not on behalf of any other Person, and all such Earn-Out Share are being acquired for investment purposes only and not with a view to, or for sale in connection with, any resale or distri-bution of such Earn-Out Shares. Each of the Seller and Principals has received or examined Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, Buyer’s Amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2005, Buyer’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 and Buyer’s Definitive Proxy Statement dated July 18, 2006. Each of the Seller and Principals has had the opportunity to ask questions and receive answers from Buyer concerning Buyer, and have been furnished with all other information about Buyer which it/he has requested. Each of the Seller and Principals is an “accredited investor” as defined in Rule 501(a) of the Securities Act of 1933, as amended. Each of the Seller and Principals believes that it/he has been fully apprised of all facts and circumstances necessary to permit it/him to make an informed decision about acquiring the Earn-Out Shares, that it/he has sufficient knowledge and experience in business and financial matters that it/he is capable of evaluating the merits and risks of an investment in the Earn-Out Shares, and that it/he has the capacity to protect its/his own interests in connection with the transactions contemplated hereby. Each of the Seller and Principals has been advised by Buyer and understands that, (1) the Earn-Out Shares to be issued hereunder, from the date of issuance until the effectiveness of the registration statement that Buyer is required to file pursuant to the Registration Rights Agreement with respect to the re-sale of the Earn-Out Shares, will not be registered under any federal or state securities laws, (2) such Earn-Out Shares must be held unless and until they are subsequently registered or an exemption from registration becomes available, (3) except as otherwise provided in the Registration Rights Agreement, the certificates representing such Earn-Out Shares shall bear appropriate restrictive legends, and (4) prior to the registration of the Earn-Out Shares pursuant to the Registration Rights Agreement or the removal of the restrictive legends referred to in clause (3) above, Buyer shall have the right to direct the transfer agent of its common stock to place a stop transfer order against such certificates. None of the Seller nor any Principal have sold any shares of capital stock, membership interests or other securities of either of the Seller or of Buyer at any time during the 30-day period ending on the Closing Date.

Investment Matters. To The Closing Stock and Warrant to be issued to Sellers hereunder and the extent that any Earn-Out Consideration is paid pursuant to this Agreementshares of NCO Common Stock issuable upon exercise of the Warrant (collectively, the Seller and each of the Principals represent that the Earn-Out Shares "NCO Securities") are being acquired for Seller’s and/or each Principal’s Sellers' own account and not on behalf of any other Person, and all such Earn-Out Share are being acquired for investment purposes only and not with a view to, or for sale in connection with, any resale or distri-bution of such Earn-Out Shares. Each distribution of the Seller NCO Securities. Sellers have received and Principals has received or examined Buyer’s Annual Report NCO's Registration Statement on Form 10-K for S-1 filed with the fiscal year ended December 31Securities and Exchange Commission on September 11, 20051996, Buyer’s Amended Annual and all amendments thereto, and NCO's Quarterly Report on Form 10-K/A for the fiscal year ended December 31, 2005, Buyer’s Quarterly Reports on Form 10-Q for the quarters quarter ended March October 31, 2006, June 30, 2006 and September 30, 2006 and Buyer’s Definitive Proxy Statement dated July 18, 20061996. Each of the Seller and Principals has Sellers have had the opportunity to ask questions and receive answers from Buyer NCO concerning BuyerNCO, and have been furnished with all other information about Buyer NCO which it/he has they have requested. Each of the Seller and Principals is an “accredited investor” as defined in Rule 501(a) of the Securities Act of 1933, as amended. Each of the Seller and Principals believes Sellers believe that it/he has they have been fully apprised of all facts and circumstances necessary to permit it/him them to make an informed decision about acquiring the Earn-Out SharesNCO Securities, that it/he has they have sufficient knowledge and experience in business and financial matters matters, that it/he is they are capable of evaluating the merits and risks of an investment in the Earn-Out SharesNCO Securities, and that it/he has they have the capacity to protect its/his their own interests in connection with the transactions contemplated hereby. Each of the Seller and Principals has Sellers have been advised by Buyer NCO and understands that, understand that (1a) the Earn-Out Shares NCO Securities to be issued hereunder, from hereunder and under the date of issuance until the effectiveness of the registration statement that Buyer is required to file pursuant to the Registration Rights Agreement with respect to the re-sale of the Earn-Out Shares, Warrant will not be registered under any federal securities Laws, including without limitation, the securities Laws of the United States or state securities lawsthe State of Pennsylvania, (2b) such Earn-Out Shares the NCO Securities must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (3c) except as otherwise provided in the Registration Rights Agreement, the certificates representing such Earn-Out Shares NCO Securities shall bear appropriate restrictive legends, legends and (4d) prior to the registration of the Earn-Out Shares pursuant to the Registration Rights Agreement or the removal of the restrictive legends referred to in clause (3) above, Buyer NCO shall have the right to direct the transfer agent of its common stock to place a stop transfer order against such certificates. None of the Seller nor any Principal have sold any shares of capital stock, membership interests or other securities of either of the Seller or of Buyer at any time during the 30-day period ending on the Closing DateNCO Securities.

Investment Matters. To (i) Xxxxxxxx has such knowledge and experience in financial and business matters that he is capable of evaluating and has evaluated and understands the extent merits and risks of his acquisition of the CS Shares, including the risk of losing his entire investment in the CS Shares. Xxxxxxxx can afford such a loss. Xxxxxxxx understands that any Earn-Out Consideration is paid pursuant to the CS Shares have not been registered under the Securities Act by reason of a specific exemption thereunder which depends among other things on his investment intent and the representations made in this Agreement, . Xxxxxxxx is receiving the Seller and each of the Principals represent that the Earn-Out CS Shares are being acquired for Seller’s and/or each Principal’s his own account and not on behalf of any other Person, and all such Earn-Out Share are being acquired for investment purposes only and not with a view to, toward or for sale in connection withwith any distribution thereof, or with any resale present intention of distributing or distri-bution of such Earn-Out otherwise transferring the CS Shares. Each Xxxxxxxx agrees that the CS Shares may not be sold, transferred, offered for sale, pledged (in connection with a loan transaction or otherwise), hypothecated or otherwise disposed of without registration under the Seller Securities Act, except pursuant to an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to Buyer, that an exemption from such registration is available under the Securities Act, and Principals state securities or blue sky laws to the extent applicable. Xxxxxxxx acknowledges and confirms that Buyer has received or examined made available to Xxxxxxxx the Offering Memorandum dated February 16, 1996 related to the offering of $400,000,000 in Senior Discount Notes and 110,000 shares of Buyer’s Annual Report on Form 10-K for 's common stock (the fiscal year ended December 31, 2005, Buyer’s Amended Annual Report on Form 10-K/A for "Offering Memorandum") as well as the fiscal year ended December 31, 2005, Buyer’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 and Buyer’s Definitive Proxy Statement dated July 18, 2006SEC Filings. Each of the Seller and Principals Xxxxxxxx confirms that Buyer has had made available to Xxxxxxxx the opportunity to ask questions of the officers and receive answers from management employees of Buyer and to acquire additional information about Buyer's business, including, but not limited to, such Offering Memorandum and SEC Filings and its financial condition (to the extent Buyer and its officers and management employees possessed such information or could acquire it without unreasonable effort or expense), necessary to verify the accuracy of any information furnished to him or to which he had access and all such questions have been answered to his complete satisfaction and he does not need or require any additional information concerning Buyer, the such Offering Memorandum and have been furnished with all other information about Buyer which it/he has requested. Each of SEC Filings or the Seller CS Shares, and Principals is an “accredited investor” as defined in Rule 501(a) of the Securities Act of 1933, as amended. Each of the Seller and Principals believes Xxxxxxxx confirms that it/he has been fully apprised of all facts and circumstances necessary given full opportunity to permit it/him to make an informed decision about acquiring the Earn-Out Shares, that it/he has sufficient knowledge and experience in business and financial matters that it/he is capable of evaluating the merits and risks of an investment in the Earn-Out Shares, and that it/he has the capacity to protect its/his own interests in connection with the transactions contemplated hereby. Each ask questions of the Seller and Principals has been advised by senior management of Buyer about the foregoing transactions, the financial impact thereof on Buyer and understands that, (1) the Earn-Out Shares to be issued hereunder, from the date of issuance until the effectiveness of the registration statement that Buyer is required to file pursuant to the Registration Rights Agreement with respect to the re-sale of the Earn-Out Shares, will not be registered under any federal or state securities laws, (2) such Earn-Out Shares must be held unless and until they are subsequently registered or an exemption from registration becomes available, (3) except as otherwise provided in the Registration Rights Agreement, the certificates representing such Earn-Out Shares shall bear appropriate restrictive legends, and (4) prior to the registration of the Earn-Out Shares pursuant to the Registration Rights Agreement or the removal of the restrictive legends referred to in clause (3) above, Buyer shall have the right to direct the transfer agent of its common stock to place a stop transfer order against such certificates. None of the Seller nor any Principal have sold any shares of capital stock, membership interests or other securities of either of the Seller or of Buyer at any time during the 30-day period ending on the Closing DateBuyer's business plans.

Investment Matters. To The PCAC Shares to be issued to the extent that any Earn-Out Consideration is paid pursuant to this Agreement, the Seller and each of the Principals represent that the Earn-Out Shares Majority Shareholders hereunder are being acquired for Seller’s and/or each Principal’s their own account accounts and not on behalf of any other Person, and all such Earn-Out Share PCAC Shares are being acquired by the Majority Shareholders for investment purposes only and not with a view to, or for sale in connection with, any resale or distri-bution distribution of such Earn-Out PCAC Shares. Each of the Seller The Majority Shareholders have received and Principals has received or examined Buyer’s 's most recent Proxy Statement, Buyer's Annual Report on Form 10-K KSB for the fiscal year ended December 31September 30, 20051997, Buyer’s Amended 's 1997 Annual Report to Stockholders and Buyer's Quarterly Report on Form 10-K/A QSB for the fiscal year quarters ended December 31, 20051997, Buyer’s Quarterly Reports on Form 10-Q for the quarters ended March 3130, 2006, 1998 and June 30, 2006 and September 30, 2006 and Buyer’s Definitive Proxy Statement dated July 18, 20061998. Each of the Seller and Principals has The Majority Shareholders had the opportunity to ask questions and receive answers from Buyer concerning Buyer, and have been furnished with all other information about Buyer which it/he has they have requested. Each of the Seller and Principals Majority Shareholder believes that he or she is an “"accredited investor” " as defined in Rule 501(a) of the Securities Act of 19331933 (the "Securities Act"), as amended. Each of the Seller and Principals believes , that it/he or she has been fully apprised of all facts and circumstances necessary to permit it/him or her to make an informed decision about acquiring the Earn-Out PCAC Shares, that it/he or she has sufficient knowledge and experience in business and financial matters matters, that it/he or she is capable of evaluating the merits and risks of an investment in the Earn-Out Shares, PCAC Shares and that it/he or she has the capacity to protect its/his or her own interests in connection with the transactions contemplated herebyby this Agreement. Each of the Seller and Principals has The Majority Shareholders have been advised by Buyer and each understands that, that (1a) the Earn-Out PCAC Shares to be issued hereunder, from the date of issuance until the effectiveness of the registration statement that Buyer is required to file pursuant to the Registration Rights Agreement with respect to the re-sale of the Earn-Out Shares, hereunder will not be registered under any federal or state securities laws, including without limitation, the securities laws of the United States or any other jurisdiction, (2b) such Earn-Out PCAC Shares must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (3c) Buyer is under no obligation to register the PCAC Shares except as otherwise provided in required by Section 12.15 below, (d) the Registration Rights Agreement, the certificates representing such Earn-Out PCAC Shares shall bear appropriate restrictive legends, and (4e) prior to the registration of the Earn-Out Shares pursuant to the Registration Rights Agreement or the removal of the restrictive legends referred to in clause (3) above, Buyer shall have the right to direct the transfer agent of its common stock to place a stop transfer order against such certificates. None shares, and (f) the PCAC Shares shall be "restricted securities" under Rule 144 of the Seller nor any Principal have sold any shares of capital stock, membership interests or other securities of either of the Seller or of Buyer at any time during the 30-day period ending on the Closing DateSecurities Act.